# Local Talent Program Participation and Content License Agreement

**Version 2.1 — pre-publication**  
**Controlling language: Spanish**

> **Pre-publication status.** This reference document corresponds to the platform’s initial stage. It does not take effect or become available for acceptance until the responsible individual is identified and this version is activated.

## Platform identity and nature

- **Public project name:** PanamAdventure
- **Nature:** an independent digital platform in its pilot stage and the project's public name; it is not a legal person or taxpayer separate from the person who manages it.
- **Administration:** managed by an individual.
- **Responsible individual:** Ernesto Antonio Fisher
- **Personal identification:** -------
- **Address in Panama:** Panamá, República de Panamá
- **Email for legal, privacy and intellectual-property matters:** panamadventure507@gmail.com
- **Official domain:** https://panamadventure.com
- **Effective date:** [PENDING: effective date]

The individual identified above is referred to in this Agreement as the **Operator**. The person applying for admission or participating in the program is referred to as the **Talent**. **PanamAdventure** is the digital platform and public project name managed by the Operator; it does not identify a separate company, legal person, estate or taxpayer. Every obligation or right attributed to PanamAdventure under this Agreement belongs to the Operator unless a contractual substitution is validly disclosed and accepted in the future.

By accepting this Agreement electronically, the Talent represents that they had an opportunity to read it, understand its terms and have legal capacity to be bound.

This English version is provided for convenience. If it differs from the Spanish version, the Spanish version controls.

## 1. Purpose and scope

This Agreement governs applications, participation, submission, evaluation, editing, publication, attribution and possible incentives for content within the **PanamAdventure Local Talent** program.

The program brings together contributions related to Panama's tourism, adventure, nature, food, history, heritage, culture and communities. It is a general framework for managing the relationship with the Talent; **by itself, it does not license the Talent's portfolio, social-media accounts, pre-existing files or an undetermined set of future works**.

Each article, photograph, video, audio recording, illustration, translation or other item must be individually identified. Before it is published, the platform must register a **Per-Item License Acceptance** granted by the Talent through an affirmative action. A campaign, commission or specific addendum may establish additional terms for a particular item.

## 2. Definitions

For purposes of this Agreement:

- **Content:** any work, file or material proposed to the program, including text, photographs, video, audio, illustrations, designs, translations, data, metadata, original files and supporting material.
- **Contribution:** a person's participation in an identified item, stating their role and, where applicable, authorship or participation percentage.
- **Per-Item License Acceptance or Acceptance:** the electronic record evidencing that the Talent authorized a particular item under the PanamAdventure Standard License in section 9. It identifies the item, the accepted version of the Agreement and its cryptographic hash, the language read, the third-party permissions declared, and the date, time and IP of the affirmative action. Its minimum fields are those in Appendix A.
- **Publication:** the Operator's express decision to make an item visible on a public surface. Uploading, receiving, reviewing, preparing or internally approving a file does not by itself constitute Publication.
- **Official Channels:** the website, applications, newsletters and social-media accounts directly administered by the Operator, as defined in section 9.
- **Points:** internal recognition and traceability entries. They are not money, a deposit, a negotiable instrument, a withdrawable balance, wages or an automatic right to payment.
- **Incentive Rules:** a separate document that, only when effective and accepted, defines an economic period, eligible units, formula, deductions, settlement, claims and payments.

## 3. Eligibility, application and approval

An applicant must:

1. be at least eighteen years old;
2. provide accurate, current and sufficient information;
3. verify their email address;
4. protect their credentials; and
5. complete reasonable checks requested by the Operator.

This version does not admit minors as Talent. Any future program for minors will require separate terms, verification of the legal representative and enhanced safeguards.

An application creates only an inactive account and a pending profile. The Operator may verify identity, portfolio, references, thematic fit, security, conflicts of interest and compliance; request clarification or corrections; and approve or reject the application. Admission is not automatic and is not an acquired right.

When a decision has significant effects on a person, it will not be made exclusively through automated processing without offering a reasonable path to human review.

The account and Talent role are activated only after administrative approval and all required electronic acceptances. The Operator may require renewed verification when there are reasonable signs of impersonation, fraud or outdated information.

## 4. Independent nature of the relationship

Ordinary participation is voluntary, non-exclusive and independent. It requires no schedule, workplace, minimum availability, volume of submissions, permanence or subordination. The Talent chooses whether to participate in an opportunity and organizes their own resources, time and working method.

This Agreement creates no partnership, mandate, agency, representation, franchise or authority to bind the Operator. The Talent may not present themselves as an employee, authorized representative or spokesperson of PanamAdventure.

The label used by the parties does not displace mandatory law. If the facts establish an employment relationship, the relevant law applies. Paid or recurring commissions involving schedules, ongoing supervision, mandatory availability or special operating instructions must be documented separately.

## 5. Participation routes

Content may be received through:

- proposals initiated by the Talent;
- direct receipt documented by the administration; or
- paid commissions and special campaigns.

Each route must identify the item, authorship or ownership, scope of license, whether it is gratuitous or paid, incentive, term, revisions and specific conditions. A sponsored campaign, exclusivity, assignment or fixed-price commission is not presumed to fall within the ordinary Points system.

## 6. Ownership, collective works and moral rights

The Talent retains ownership of the economic rights in their Content unless a separate, written, specific and expressly accepted assignment applies. Adding an item to PanamAdventure does not transfer its intellectual property or grant exclusivity by itself.

The parties agree that editorial or technical integration of different contributions into the platform does not automatically turn each contribution into a collective work or create an unlimited transfer of rights to the Operator. If a production will be structured as a collective work, a commissioned audiovisual work or a rights assignment, it must be governed by a separate contract.

The Operator will respect authorship credit, integrity of the work and other moral rights recognized by applicable law. For credit, the Talent may choose their legal name or a pseudonym and, where legally permissible and editorially feasible, may request anonymity.

Supplying facts, verifying information, providing access, appearing in an image or offering logistical assistance does not by itself create co-authorship, without prejudice to any appropriate editorial acknowledgment.

## 7. Temporary authorization to receive and evaluate proposals

From the time the Talent submits an item until it is withdrawn, rejected, deleted or published, the Talent grants the Operator a **gratuitous, non-exclusive and temporary authorization limited to evaluation and editorial preparation**.

This authorization permits only:

- receiving, storing, backing up and internally reproducing the file;
- reviewing quality, security, metadata, originality, compliance and potential rights conflicts;
- sharing it on a restricted basis with editorial personnel and service providers acting under instructions and confidentiality duties;
- creating working copies, previews, thumbnails, transcripts or evaluation translations; and
- requesting corrections, sources, original files or releases.

The authorization is worldwide solely because infrastructure and technical providers may be distributed across different countries. It does not permit Publication, promotion, sale, third-party licensing or exploitation of the item. It also does not permit the Operator or its providers to use the item to train or fine-tune generative artificial-intelligence models.

If the Talent withdraws the proposal before a decision, the Operator will restrict operational access and delete working copies within thirty calendar days. Technical backups will be overwritten within the ordinary backup cycle, which will not exceed one hundred twenty days, unless minimum evidence must be retained because of a legal duty, claim, fraud or security matter.

If the item is rejected, the period in section 14 applies. If it is published, this temporary authorization ends and subsequent use is governed by the registered Per-Item License Acceptance.

## 8. Per-item license acceptance

No item may be published without a Per-Item License Acceptance granted through an affirmative action by the Talent and registered by the platform with at least the fields in Appendix A.

License terms are **not negotiated item by item**: every Acceptance grants the PanamAdventure Standard License described in section 9, with the scope, channels, territory and term set out there, and nothing more. The Talent sees those terms on screen at the moment of acceptance. The authorization is interpreted narrowly and does not include uses, channels, territories or terms that section 9 does not identify.

Every Acceptance granted under this version of the Agreement is **gratuitous: by itself it generates no monetary compensation**. Fixed compensation, variable compensation under effective and accepted Incentive Rules, or any other formula require a separate commission contract or addendum under section 29; they do not arise from this Acceptance.

The platform will retain the exact accepted version of the Agreement, together with its cryptographic hash, and make an accessible copy available to the Talent. An Acceptance may not incorporate, through ambiguous references, rights broader than those shown to the Talent at the time of acceptance.

## 9. PanamAdventure Standard License

For each Per-Item License Acceptance, the Talent grants the Operator a license that is:

- non-exclusive;
- not separately transferable, except as provided for technical providers and successors in this Agreement;
- worldwide, due to the global nature of the Internet;
- effective for **five years from first Publication**; and
- limited to the uses described in this section and to the Operator's Official Channels: its website, applications, newsletters and official social-media accounts.

The Standard License covers only the acts needed to host, technically reproduce, make available, digitally communicate to the public and directly promote the item or the PanamAdventure surface where it appears. It may include links, excerpts, thumbnails, clips and previews, within the editing limits in section 10.

Throughout its five-year term, the license granted to the Operator remains valid even if the Talent publishes the same item through other media, sells copies, grants other non-exclusive licenses or later transfers economic rights. Every later agreement must respect this pre-existing license. The Talent may not grant exclusivity or assume obligations that conflict with rights already granted to PanamAdventure and must disclose the license to any buyer or subsequent licensee.

### Renewal

The license **does not renew automatically or through silence**. The Operator may propose renewal for additional periods of up to five years. It will endeavor to send a verifiable material notice at least sixty calendar days before expiration, identifying the item, new term, uses and economic nature.

Renewal is valid only if the Talent takes a new affirmative action and the action is recorded. Receipt of notice, failure to object, account inactivity or technical continuation of the file does not constitute acceptance. Without acceptance before expiration, the license expires.

If the license expires without renewal, the Operator will stop initiating new uses and remove public copies under its control within thirty calendar days. Caches, technical copies and backups will be cleared according to the backup cycle of up to one hundred twenty days described in this Agreement, without renewed public exploitation.

### Technical providers

The license does not authorize independent exploitation by third parties. The Talent authorizes indispensable technical acts by providers acting on the Operator's behalf, instructions and responsibility to host, protect, moderate, process or distribute authorized uses. Those providers acquire no independent right in the Content.

## 10. Editing, adaptation, translation and use limits

Within the authorized scope, the Operator may resize, compress, adapt aspect ratios, crop for formats, create thumbnails, add captions and metadata, correct spelling or formatting, and prepare accessible versions, provided it reasonably preserves the author's meaning, context, integrity and reputation.

Substantive changes, montages that alter the message, material recontextualization, interpretive translation of signed text, or use of excerpts that could lead to a different conclusion require the Talent's prior approval. Translation without altering the meaning is included in the Standard License in section 9. Where applicable, the translator will be identified and traceability with the original version will be retained.

In an urgent matter involving safety, accuracy, third-party rights or legal compliance, the Operator may correct non-substantive facts, restrict access or temporarily remove the item, and will inform the Talent as soon as reasonably possible.

Unless separately, specifically and verifiably authorized, the license does not permit:

- selling or reselling files;
- manufacturing merchandise or derivative products;
- granting third-party advertising licenses;
- using an item for partisan political propaganda;
- making a blanket assignment of rights;
- creating or commercializing datasets or digital tokens; or
- training or fine-tuning generative artificial-intelligence models.

Automated security, moderation, transcription or translation tools may be used only under terms that prevent the provider from reusing Content or data for its own purposes or model training, unless separately authorized.

## 11. Scope by Content type

### 11.1 Blog articles and photographs

The license covers the relevant article and its direct promotion through excerpts, thumbnails, links and posts on the authorized Official Channels. Photographs provided exclusively for a blog remain limited to that article and its promotion.

### 11.2 Catalog photographs

When a photograph is registered for catalog use, it may be used on destination, attraction, province, comarca, listing, search and editorial-map surfaces and in direct promotion of those surfaces through the authorized Official Channels.

### 11.3 Expansion from blog to catalog

A blog photograph does not move into the catalog automatically. Expansion requires a new acceptance linked to the same item identifying the additional use, term and, where applicable, supplemental incentive.

### 11.4 Video, audio, drone and special media

These require an addendum specifying duration, promotional excerpts, platforms, music, voice, likeness, captions, thumbnails, external players and applicable permissions.

### 11.5 Commissions and campaigns

Commissioned work, sponsorships, exclusivity, third-party advertising, assignments or fixed-price deliverables are governed by a specific contract defining price, tax, deliverables, revisions, cancellation, attribution and rights. That contract controls for the relevant item.

## 12. Talent representations, warranties and duty to cooperate

For each item, the Talent represents and warrants that:

1. they are the author or rightsholder, or have sufficient authority to grant the stated license;
2. the item does not infringe copyright, trademarks, collective rights, privacy, honor, likeness, voice, trade secrets, confidentiality or prior agreements;
3. they obtained permission from identifiable persons where necessary for the intended editorial or promotional use;
4. for any depicted minor, they have verifiable permission from the minor's legal representative and avoid uses contrary to the minor's best interests;
5. they obtained property, location, heritage, protected-area, filming, recording or access permits where legally required or reasonably necessary;
6. they hold sufficient licenses for music, effects, fonts, graphics, stock material and any other included components;
7. they complied with applicable safety, civil-aviation and drone-operation rules;
8. they reasonably verified information presented as fact and retain adequate sources;
9. they disclosed relevant sponsorship, gifts, funded travel, commercial relationships and conflicts of interest;
10. they identified material alterations, reenactments, and synthetic or artificial-intelligence-generated content without misleadingly presenting it as an authentic record;
11. the item contains no malware, illegal instructions, exploitation, harassment, hatred, defamation, impersonation, deliberate disinformation or unnecessary personal data; and
12. they are not bound by an exclusive license, embargo or restriction inconsistent with the authorization granted.

The Talent will retain relevant original files and permissions throughout the license term and for one additional year, unless another period is required by law. Upon reasonable request, the Talent will provide sufficient evidence while protecting unnecessary data. Editorial approval does not release the Talent from these representations or make the Operator the author of the item.

The Talent will promptly report any material error, claim, loss of permission or other circumstance affecting their authority. The Operator may suspend use while the matter is reviewed.

## 13. People, communities and collective rights

Permission from the author of a photograph or recording does not replace any required likeness, voice, property, community or collective-rights authorization for the intended use.

When an item uses knowledge, symbols, designs, cultural expressions or heritage of Indigenous peoples or local communities, the Talent must:

- obtain all applicable individual, community and traditional-authority permissions;
- honor conditions of use and attribution;
- avoid disclosing sensitive sites, practices or knowledge; and
- inform the Operator of any cultural, territorial or commercial restriction.

Permission from an individual depicted in an item does not replace permission from the relevant traditional authority when the use involves protected collective rights. The Operator may request documentation, limit use or reject an item if reasonable concerns remain.

## 14. Editorial review, Publication and proposal retention

All Content is subject to review. The Operator may request sources, originals, permissions, corrections, metadata or conflict disclosures; detect duplicates; and reject, schedule, postpone, correct or remove a Publication. The Operator is not required to publish, maintain a particular editorial order or keep an item published throughout the license term.

The Operator may replace, rotate, reposition or stop displaying a photograph on a page, cover, listing or other module when it selects an alternative offering better quality, relevance, timeliness or editorial performance. That decision does not terminate the license or erase authorship or the item's history: the replaced photograph will remain credited in the Talent's public portfolio even though it no longer appears in another PanamAdventure module.

The Talent may not publish directly to public surfaces unless given express, revocable technical permission. Internal approval does not guarantee a Publication date, audience, ranking or permanence.

Unapproved program applications may be retained for up to six months after the decision to handle reconsideration, fraud and security. Rejected, unpublished items may be retained for up to ninety calendar days after the final decision and then deleted or anonymized from active systems. Backups will be cleared during the ordinary backup cycle of up to one hundred twenty additional days.

Minimum evidence may be retained longer when required by a legal, accounting or tax duty, a claim, a fraud investigation or a reasonable need to defend rights. Licenses, acceptances, credits, hashes, settlements and compliance evidence will be retained during the relationship and as long as needed for those purposes. The Privacy Policy further describes retention periods and criteria for personal data.

## 15. Credits, roles and multiple contributors

Each Contribution will record the person, role and, where applicable, percentage. Percentages within the same authorial role must total one hundred percent. Credit will appear in a reasonably visible or accessible form, unless permitted anonymity is requested or a technical limitation requires placement in a linked record or metadata.

Credits may be corrected in good faith when supported by evidence. Authorship, ownership or percentage disputes will suspend Publication, Points and settlements for the item until there is a documented agreement or competent decision.

## 16. Points

Points are internal entries that recognize eligible contributions. They are not currency, a deposit, a negotiable instrument, a bank balance, wages, an investment, separate property or a promise of returns. They cannot be sold, withdrawn or transferred between accounts.

Points arise only upon the event specified in a current rule, normally the first Publication of an eligible item. The system will distinguish editorial history from economically eligible units within an active period.

An item will generate Points or remain economically eligible only while it is actively published in at least one module identified by the current rule. Presence solely in the Talent's portfolio or editorial history does not count as an eligible Publication. If the Operator replaces, rotates, removes or stops displaying the item in all identified modules, its eligibility will cease prospectively at that time, without erasing credit or history or changing closed settlements.

**Points earned before Incentive Rules are activated are historical and have no economic value.** They will not be converted retroactively into economic units unless later Incentive Rules expressly include them and the Talent accepts those rules through an affirmative action. Silence or prior participation does not constitute acceptance.

Duplicates, fraud, error, removal for lack of rights or reversal of Publication may result in an offsetting entry. History will not be deleted. New rules operate prospectively and do not alter closed events or settlements.

Points alone do not form part of an estate and are not an enforceable debt. A monetary amount already settled and recognized is governed by applicable property law.

## 17. Incentive Rules, settlements and payments

The economic component remains inactive unless the Operator publishes Incentive Rules for a particular period and the Talent accepts them. Points alone create no payment obligation.

Before opening an economic period, the Incentive Rules must define at least: included revenue; taxes; refunds; fees; deductible costs; percentage allocated to the fund; period and closing date; eligible units; treatment of historical Points; formula; rounding; payment minimum; statement; verification; claim period; payment method; and treatment of pending balances.

The accepted formula governs the period and may not be changed retroactively after closing. If distributable net income is zero or negative, or no eligible units exist, the fund is zero and no future debt accrues unless the Incentive Rules expressly provide otherwise.

The Talent is eligible for disbursement only when identity, tax and payment information is verified; there is no dispute over the item; the published minimum is reached; and all period conditions are satisfied. The Operator may reasonably place a payment on hold because of fraud, material error, sanctions, ownership conflict or incomplete information, stating the reason and clarification process when legally possible.

Payment may be made through an external provider subject to contractual safeguards. PanamAdventure records settlement but does not maintain a deposit account or hold funds on behalf of the Talent.

## 18. Taxes, invoicing and social security

Each party will meet its own applicable tax, invoicing and social-security duties. The Operator may request tax documentation, issue receipts or reports, make legally required withholding, and suspend a disbursement when information is incomplete, expired or inconsistent.

Independent participation does not eliminate obligations arising from the facts. The Talent is responsible for assessing their tax and social-security position; this Agreement is not individual advice on those matters.

## 19. Personal data, public profile and separate consents

Personal-data processing is governed by the current **Privacy Policy**, which identifies the controller, data categories, purposes, legal bases, recipients, transfers, retention, security and methods for exercising rights.

Acceptance of this Agreement and acknowledgment of the Privacy Policy will be presented separately. When a purpose requires consent, it will be requested through an unambiguous, informed, specific, traceable and revocable action. Acceptance of this Agreement is not bundled consent for marketing, optional profile fields, sensitive data or additional uses of Content.

To operate the program, introduce the Talent and attribute their works, the public profile may display the following essential elements:

- the credit name or pseudonym chosen by the Talent;
- their portrait or avatar;
- a short biography;
- their specialties;
- their country and the general areas where they are active, without publishing an exact address or location;
- their status within the program;
- their roles in individual items; and
- their approved works, credit records and contribution profile.

Publication of these essential elements requires express, affirmative authorization separate from acceptance of this Agreement. Because public identification and attribution are an essential part of the program, if the Talent does not give that authorization, the Operator may keep the application private but is not required to activate the profile or publish Contributions. If the Talent later withdraws the authorization, the Operator will deactivate the public profile and may suspend new Publications; withdrawal does not remove indispensable credits from works that remain lawfully published under a current license.

The personal website and social-media links are optional. The Talent may remove or change them without leaving the program. The Operator will not publish a street address, precise coordinates or a residential location as part of the profile.

Legal name, identity documents, private phone number, address, tax or banking data, credentials, security signals and administrative notes will not be made public unless legally required or specifically authorized.

Permissions for likeness, voice, minors, sensitive Content, collective rights, exclusivity, advertising, marketing and additional uses will be requested separately where applicable. Withdrawing optional consent does not affect the lawfulness of earlier processing or operations required to perform this Agreement or comply with law.

## 20. Confidentiality and account security

The Talent must not disclose credentials, private links, sensitive locations, personal data, budgets, other people's drafts, embargoed material or information marked or reasonably understood as confidential.

This obligation does not cover information that is public, lawfully obtained from another source, independently developed or required by a competent authority, provided disclosure is limited to what is required. The Talent must promptly report unauthorized access, lost credentials or incidents that may affect an item or third parties.

The Operator may apply reasonable access, authentication, logging, backup and abuse-prevention controls. No system is infallible; incidents will be managed under the Privacy Policy and applicable law.

## 21. Content removal, suspension and termination

### Removal requested by the Talent

The Talent may request removal of an item through the legal channel listed in the header or the function available in their account. The request must sufficiently identify the item and originate from the verified account or address, or include reasonable identity evidence.

An ordinary removal request does not revoke or prematurely terminate a Standard License already granted. During the five-year term, the Operator may keep the item available, replace it editorially, limit its uses or voluntarily accept its removal according to editorial needs and existing rights. If the Operator does not accept early removal, it will process unpublication when the license expires unless the license is expressly renewed.

This does not limit the moral right of withdrawal recognized by applicable law. When the Talent invokes that right, all legal requirements must be met, including prior compensation for loss and damage caused to the Operator, under article 45 of Panama Law 64 of 2012. A sale, later license, change of mind or departure from the program does not by itself validly exercise that right or terminate the license.

When early withdrawal is legally required or accepted by the Operator in writing, the Operator will stop initiating new public uses, remove active public copies under its control within the agreed or legally applicable period, and clear caches and backups within the ordinary technical cycle of up to one hundred twenty days. The Operator may retain restricted identifiers, hashes, credits, acceptances and minimum evidence for legal, accounting, tax, security or claim-defense purposes, without renewed public exploitation.

The Operator does not control copies stored or shared by search engines, archives, users, social networks or independent third parties, but it will remove posts from its own accounts and make reasonable technical requests where available.

If an item is part of an active campaign, commission or specific commitment, the termination terms of that instrument also apply. The parties will seek a reasonable transition.

### Suspension or termination by the Operator

The Operator may immediately restrict an item or suspend an account when reasonably necessary to protect people, rights, data, evidence, security or the platform. It may also suspend or terminate for fraud, impersonation, rights infringement, falsified releases, material breach, abusive use or prolonged inactivity.

Except in urgent situations or where legally prohibited, it will state the reason and offer a reasonable opportunity for clarification. Termination prevents new submissions but does not erase acceptances, history, accrued obligations, closed settlements, necessary evidence or prior liability.

## 22. Reports, third-party rights and corrections

Any person may report a possible infringement by identifying the work, its location, the asserted right, a sufficient explanation, reasonable evidence and contact details. The Operator may temporarily remove the item, preserve evidence, request information and notify the Talent.

The Talent may respond and provide originals, licenses, releases or corrections. The Operator will decide in good faith whether to maintain removal, restore the item, correct credits or require another solution. Falsifying evidence or repeated infringement may result in account termination.

This internal procedure does not prevent a person from approaching the competent administrative, traditional or judicial authorities.

## 23. Responsibility and indemnity

Each party is responsible for its own acts and breach of its representations.

The Talent will indemnify the Operator, its responsible persons and service providers against third-party claims directly caused by a false warranty, missing permission or infringement attributable to the submitted item. This duty applies only to the extent of the Talent's responsibility and provided that the Talent:

- receives reasonably prompt notice of the claim;
- receives sufficient information;
- has a reasonable opportunity to participate in the defense; and
- is consulted before the Operator admits liability or enters a settlement imposing obligations on the Talent, except in a legal emergency.

The Talent is not responsible for modifications, combinations, contexts or uses by the Operator outside the license. The Operator is responsible for its own unauthorized uses and for its confidentiality, data, attribution and settled-payment obligations.

To the extent permitted by law, neither party is liable to the other for indirect or punitive damages or purely speculative lost opportunities. This exclusion does not apply to fraud, willful misconduct, gross negligence, breach of confidentiality or personal data, deliberate intellectual-property infringement, settled payment obligations or rights that may not legally be limited.

The Operator does not guarantee admission, Publication, audience, ranking, uninterrupted availability or income.

## 24. Third-party services and force majeure

The platform may depend on third-party hosting, email, social-media, maps, analytics, moderation, translation and payment services. The Operator will reasonably select and oversee its providers but is not responsible for acts of independent third parties outside its control that do not result from the Operator's own breach.

Neither party is responsible for delay caused by unforeseeable or unavoidable events beyond its reasonable control, including disasters, widespread infrastructure failures, attacks, government orders or mass service interruptions. The affected party must mitigate the impact and resume performance when reasonably possible. This clause does not excuse overdue payments or data- and evidence-protection duties that can still be performed.

## 25. Version changes

Material changes will be published with a new version number, date and summary and notified under section 27. The Talent must accept the new version before submitting new works under it.

An amendment does not retroactively expand licenses for earlier items. Each Contribution retains the snapshot of the version of the Agreement accepted for it. Formatting, spelling or reference corrections that do not change rights may be applied while preserving traceability.

If the Talent does not accept a new version, they may stop submitting works. Earlier items remain governed by the terms already accepted until the applicable expiration, removal or termination.

## 26. Electronic acceptance and evidence

Acceptance will occur through an affirmative, non-preselected action. As applicable, the system will record:

- the version and text accepted;
- the SHA-256 cryptographic hash of the document and, for each item, the identified file or version;
- date, time and time zone;
- account identifier and verified email;
- language;
- IP address, user agent and reasonably necessary context; and
- the related item, declared third-party permissions and acceptance action.

The Operator will send confirmation or keep a downloadable and accessible copy in the account. Records will be retained intact and protected against alteration. An essential correction requires new acceptance.

A SHA-256 hash shows correspondence and integrity of a version, but by itself does not prove the acceptor's identity or constitute a qualified electronic signature. Evidence will be assessed together with the account, email, affirmative action and other records.

## 27. Verifiable notices

Ordinary operational communications may be sent to the verified email address or displayed in the account panel.

**Material notices** include those concerning substantive changes to this Agreement, license renewal, rights claims, suspension or termination, work removal, activation or closing of economic periods, and settlements.

The Operator will send material notices to the Talent's verified email and, when available, leave an accessible copy in the account panel. It will retain the sending record, the email provider's response and the version of the document communicated. Merely posting an item in the panel, without attempting delivery to the verified email, is insufficient for a material notice.

A material notice is deemed delivered upon the first of the following events:

1. the destination server accepts the email without recording a permanent bounce;
2. the Talent opens or acknowledges it in the account; or
3. there is other verifiable evidence of delivery.

If a permanent bounce occurs, the Operator will make at least one reasonable attempt through another recorded channel, if available. The Talent's failure to update contact details does not indefinitely extend operational duties or prevent urgent security measures. **A notice never replaces the affirmative acceptance required to renew a license or expand rights.**

Notices from the Talent to the Operator must be sent to the legal email in the header or through a form that produces a record. Each party must keep its contact details current.

## 28. Governing law and disputes

This Agreement is governed by the laws of the Republic of Panama.

Before filing a claim, the parties will seek to negotiate in good faith for thirty calendar days after written notice describing the dispute and requested remedy. This step is not required when urgent measures are needed to protect people, rights, data, evidence or security, and it does not limit access to a competent administrative authority.

If no agreement is reached, the courts of the Republic of Panama have jurisdiction under applicable rules. This Agreement does not require arbitration.

## 29. Entire agreement, priority, assignment and severability

For a particular item, the following order of priority applies:

1. a specific commission, assignment or amendment expressly signed or accepted;
2. the Per-Item License Acceptance;
3. this Agreement; and
4. the site's general terms.

The Privacy Policy controls personal-data matters. A specific provision modifies this Agreement only for the item or matter it expressly identifies.

The Talent may not assign the account or this Agreement without the Operator's written authorization. The Operator may transfer this Agreement and related licenses as part of a reorganization or transfer of the PanamAdventure operation to a successor that assumes the relevant duties in writing, provided that a material notice is sent and the authorized uses are not expanded. It may not sell or assign an individual license in isolation for independent exploitation by a third party.

If a provision is invalid or unenforceable, it will be narrowed only as much as needed and the remaining provisions will continue. Delay in exercising a right is not a waiver. Headings aid reading and do not change the substance.

## 30. Reference framework

This text is structured primarily with reference to:

- [Law 64 of October 10, 2012 on Copyright and Related Rights](https://s3-legispan.asamblea.gob.pa/legispan/NORMAS/2010/2012/LEY/Administrador%20Legispan_27139-B_2012_10_10_ASAMBLEA%20NACIONAL_64.pdf);
- [Law 51 of July 22, 2008 on electronic documents, electronic signatures and electronic commerce](https://www.gacetaoficial.gob.pa/pdfTemp/26090/12199.pdf);
- [Law 81 of March 26, 2019 on personal data protection and Executive Decree 285 of May 28, 2021](https://antai.gob.pa/legislacion/);
- [Law 20 of June 26, 2000 on the collective rights of Indigenous peoples](https://mici.gob.pa/wp-content/uploads/2022/12/ley-20-2000.pdf); and
- other applicable civil, commercial, labor, tax, consumer, aviation, heritage and safety laws.

This list does not exclude special rules or later amendments and does not turn these references into additional terms beyond those expressly included in the Agreement.

## 31. Final statements and acceptance

By checking the acceptance box, the applicant states that they:

- read and understood this Agreement;
- are at least eighteen years old and have capacity to be bound;
- had access to a copy;
- accept the participation framework and temporary evaluation authorization; and
- understand that each item requires a separate Per-Item License Acceptance before Publication.

**This acceptance does not grant a general license over the Talent's portfolio or future works.** The Operator may not publish a Contribution without the corresponding Per-Item License Acceptance.

Recommended interface text:

> “I have read and accept version 2.1 of the Local Talent Program Participation Agreement, including the temporary authorization to evaluate my proposals. I understand that each item requires an individual license before it is published.”

## Appendix A — Minimum fields of the Per-Item License Acceptance

License terms (uses, channels, territory and term) are not recorded item by item: section 9 fixes them and they are identical for every Acceptance granted under this version. What the platform records per item is the acceptance itself:

1. Identifier of the authorized item and its title at the time of acceptance.
2. Credited subject holding the authorization.
3. Accepted version of the Agreement and its SHA-256 hash, for both the language read and the controlling Spanish text.
4. Language in which the document was read, and the controlling language.
5. Document status at the time of acceptance.
6. Express confirmation of both checkboxes: reaffirmation of the framework Agreement and grant of the individual license.
7. Third-party permissions declared by the Talent — likeness and voice, minors, music and incorporated works, property and location, drone use, collective cultural rights — and their evidence reference, where available.
8. Confirmation of the truthfulness declaration and of retention of the originals.
9. Date, time and IP address of the affirmative action.

The item's editorial status (draft, under review, approved, rejected, changes requested, published) is retained in the item's own record, not in the Acceptance: the Acceptance is an immutable snapshot of consent and is not rewritten when the status changes.

## Appendix B — Separate acceptances and consents

As applicable, the interface must distinguish:

1. **Required:** acceptance of the framework Agreement.
2. **Separate:** acknowledgment of the Privacy Policy and specific consents only when necessary.
3. **Per item:** Per-Item License Acceptance.
4. **Optional:** marketing communications or newsletters.
5. **Separate and required to activate the public profile:** authorization to publish the credit name, portrait or avatar, short biography, specialties, country or general areas, program status, roles and approved works.
6. **Optional:** Publication of a personal website and social-media links.
7. **Special and separate:** third-party advertising use, exclusivity, artificial-intelligence training, collective rights, likeness or voice, additional transfer, or other uses outside the selected license.